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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from . . . . . . . . . . to . . . . . . . . . . .
Commission file number 0-7949
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BANCWEST CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 99-0156159
(State of incorporation) (I.R.S. Employer
Identification No.)
999 BISHOP STREET, HONOLULU, HAWAII 96813
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (808) 525-7000
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange on
Title of each class which registered
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Common Stock, $1.00 Par Value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
(Title of class)
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of February 26, 1999 was $724,177,000.
The number of shares outstanding of each of the registrant's classes of common
stock as of February 26, 1999 was:
Title of Class Number of Shares Outstanding
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Common Stock, $1.00 Par Value 31,577,390 Shares
Class A Common Stock, $1.00 Par Value 25,814,768 Shares
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by
reference in this Form 10-K:
DOCUMENTS FORM 10-K REFERENCE
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BancWest Corporation Annual Report 1998 Parts I and II
BancWest Corporation Proxy Statement dated
March 1, 1999 for the Annual Meeting
of Stockholders Part III
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INDEX
PART I
PAGE
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Item 1. Business............................................................................... 1
Item 2. Properties............................................................................. 14
Item 3. Legal Proceedings...................................................................... 14
Item 4. Submission of Matters to a Vote of Security Holders.................................... 14
Executive Officers of the Registrant................................................................. 15
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.................................................................... 17
Item 6. Selected Financial Data................................................................ 17
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................................. 17
Item 7A. Quantitative and Qualitative Disclosure about Market Risk.............................. 18
Item 8. Financial Statements and Supplementary Data............................................ 20
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure................................................................... 20
PART III
Item 10. Directors and Executive Officers of the Registrant..................................... 21
Item 11. Executive Compensation................................................................. 21
Item 12. Security Ownership of Certain Beneficial Owners and Management......................... 21
Item 13. Certain Relationships and Related Transactions......................................... 21
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K............................................................................ 22
Signatures ....................................................................................... 25
Exhibit Index ....................................................................................... 28
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PART I
ITEM 1. BUSINESS
BANCWEST CORPORATION (FORMERLY KNOWN AS FIRST HAWAIIAN, INC.) -
BancWest Corporation, a Delaware corporation (the "Corporation"), is a
registered bank holding company under the Bank Holding Company Act of 1956, as
amended (the "BHCA"). As a bank holding company, the Corporation is allowed to
acquire or invest in the securities of companies that are engaged in banking or
in activities closely related to banking as authorized by the Board of Governors
of the Federal Reserve System (the "Federal Reserve Board"). The Corporation,
through its subsidiaries, operates a general commercial banking business and
other businesses related to banking. Its principal assets are its investments in
First Hawaiian Bank ("First Hawaiian"), a State of Hawaii-chartered bank; Bank
of the West, a State of California-chartered bank with authority to operate
interstate branches in Oregon, Washington and Idaho; FHL Lease Holding Company,
Inc. ("FHL"), a financial services loan company; and First Hawaiian Capital I
(the "Trust"), a Delaware business trust. First Hawaiian, Bank of the West, FHL
and the Trust are wholly-owned subsidiaries of the Corporation. At December 31,
1998, the Corporation had consolidated total assets of $15.0 billion, total
deposits of $11.3 billion and total stockholders' equity of $1.7 billion. Based
on assets as of December 31, 1998, the Corporation was the 49th largest bank
holding company in the United States as reported in the American Banker.
On November 1, 1998, the former BancWest Corporation ("Old BancWest"), parent
company of Bank of the West, merged (the "Merger") with and into First Hawaiian,
Inc. ("FHI"). Upon consummation of the Merger, FHI, the surviving corporation,
changed its name to "BancWest Corporation". Prior to the consummation of the
Merger, Old BancWest was wholly owned by Banque Nationale de Paris ("BNP"). BNP
received approximately 25.8 million shares of the Corporation's newly-authorized
Class A Common Stock representing approximately 45% of the then outstanding
total voting stock of the Corporation in the Merger (a purchase price of
approximately $905.7 million). As a result of the Merger, Bank of the West is
now a wholly-owned subsidiary of the Corporation. Additional information
regarding the Merger is included in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (pages 28 through 49), "Note 2.
Mergers and Acquisitions" (pages 60 and 61), "Note 3. Restructuring,
Merger-Related and Other Nonrecurring Costs" (page 61) and "Note 12. Common
Stock and Earnings Per Share" (pages 65 and 66) in the Financial Review Section
of the Corporation's Annual Report 1998, and is incorporated herein by reference
thereto.
FIRST HAWAIIAN BANK -
First Hawaiian, the oldest financial institution in Hawaii, was established as
Bishop & Co. in 1858 in Honolulu. First Hawaiian is a State of Hawaii-chartered
bank that is not a member of the Federal Reserve System. The deposits of First
Hawaiian are insured by the Bank Insurance Fund (the "BIF") and the Savings
Association Insurance Fund (the "SAIF") of the Federal Deposit Insurance
Corporation (the "FDIC") to the extent and subject to the limitations set forth
in the Federal Deposit Insurance Act, as amended (the "FDIA").
First Hawaiian is a full-service bank conducting a general commercial and
consumer banking business and offering trust and insurance services. Its banking
activities include receiving demand, savings and time deposits for personal and
commercial accounts; making commercial, agricultural, real estate and consumer
loans; acting as a United States tax depository facility; providing money
transfer and cash management services; selling cash management services,
insurance products, mutual funds and annuities, traveler's checks and personal
money orders; issuing letters of credit; handling domestic and foreign
collections; providing safe deposit and night depository facilities; offering
lease financing; and investing in U.S. Treasury securities and securities of
other U.S. government agencies and corporations and state and municipal
securities.
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At December 31, 1998, First Hawaiian had total assets of $7.2 billion and total
deposits of $5.5 billion, making it the second largest bank in Hawaii.
On June 19, 1998, First Hawaiian Creditcorp, Inc. ("Creditcorp"), a former
wholly-owned subsidiary of the Corporation, was merged with and into First
Hawaiian. As a result of the merger, all 13 Creditcorp branches were closed.
DOMESTIC SERVICES -
The domestic operations of First Hawaiian are carried out through its main
banking office located in Honolulu, Hawaii, with 55 other banking offices
located throughout the State of Hawaii. All but one of the banking offices are
equipped with automatic teller machines that provide 24-hour service to
customers wishing to make withdrawals from and deposits to their personal
checking and savings accounts, to make balance inquiries, to obtain interim bank
statements and to make utility and loan payments. Sixty-three automatic teller
machines at nonbranch locations provide balance inquiry, withdrawal transaction
and account transfer services. At selected non-branch locations, interim bank
statements are also available. First Hawaiian is a member of the
CIRRUS(R)/MasterCard(R), Plus(R)/VISA(R) and Star System(R), AFFN(R), American
Express(R), Discover(R) and JCB(R) automatic teller machine networks, which
provide First Hawaiian's customers with access to their funds nationwide and in
selected foreign countries.
LENDING ACTIVITIES -
First Hawaiian engages in a broad range of lending activities, including making
real estate, commercial and consumer loans. At December 31, 1998, First
Hawaiian's loans totalled $5.6 billion, representing 76.7% of total assets. At
that date, 47.2% of the loans were construction, commercial and residential real
estate loans, 27.6% were commercial loans, 13.0% were consumer loans, 6.8% were
foreign loans and 5.4% were leases.
REAL ESTATE LENDING--CONSTRUCTION. First Hawaiian provides construction
financing for a variety of commercial and residential single-family subdivision
and multi-family developments. At December 31, 1998, 3.4% of First Hawaiian's
total real estate loans were collateralized by properties under construction.
REAL ESTATE LENDING--COMMERCIAL. First Hawaiian provides permanent financing for
a variety of commercial developments, such as various retail facilities,
warehouses and office buildings. At December 31, 1998, 36.1% of First Hawaiian's
total real estate loans were collateralized by commercial properties.
REAL ESTATE LENDING--RESIDENTIAL. First Hawaiian makes residential real estate
loans, including home equity loans, to enable borrowers to purchase, refinance
or improve residential real property. The loans are collateralized by mortgage
liens on the related property, substantially all located in Hawaii. At December
31, 1998, 60.5% of First Hawaiian's total real estate loans were collateralized
by single-family and multi-family residences.
COMMERCIAL LENDING. First Hawaiian is a major lender to primarily small- and
medium-sized businesses in Hawaii. First Hawaiian also participates in
syndication lending to highly rated large corporate entities and to the media
and telecommunications industry located on the mainland U.S.
CONSUMER LENDING. First Hawaiian offers many types of loans and credits to
consumers including lines of credit, uncollateralized or collateralized and
various types of personal and automobile loans. First Hawaiian also provides
indirect consumer automobile financing on new and used autos by purchasing
finance contracts from dealers. First Hawaiian's Dealer Center is the largest
commercial bank automobile lender in the State of Hawaii. First Hawaiian is the
largest issuer of MasterCard(R) credit cards and the second largest issuer of
VISA(R) credit cards in Hawaii.
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INTERNATIONAL BANKING SERVICES -
First Hawaiian maintains an International Banking Division which provides
international banking products and services through First Hawaiian's branch
system, international banking headquarters in Honolulu, a Grand Cayman branch,
two Guam branches, a branch in Saipan and a representative office in Tokyo,
Japan. First Hawaiian maintains a network of correspondent banking relationships
throughout the world.
First Hawaiian's international banking activities are primarily trade-related
and are concentrated in the Asia-Pacific area.
TRUST SERVICES -
First Hawaiian's Trust and Investments Division offers a full range of trust and
investment management services. The Trust and Investments Division provides
asset management, advisory and administrative services for estates, trusts and
individuals. It also acts as trustee and custodian of retirement and other
employee benefit plans. At December 31, 1998, the Trust and Investments Division
had 5,696 accounts with a market value of $9.7 billion. Of this total, $7.0
billion represented assets in nonmanaged accounts and $2.7 billion were managed
assets.
The Trust and Investments Division maintains custodial accounts pursuant to
which it acts as agent for customers in rendering a variety of services,
including dividend and interest collection, collection under installment
obligations and rent collection.
SECURITIES AND INSURANCE SERVICES -
First Hawaiian, through a wholly-owned subsidiary, offers insurance needs
analysis for individuals, families and businesses as well as insurance products
such as life, disability and long-term care. In association with an independent
registered broker-dealer, First Hawaiian offers mutual funds, annuities and
other securities in its branches.
BANK OF THE WEST -
Bank of the West is a State of California-chartered bank that is not a member of
the Federal Reserve System. The deposits of Bank of the West are insured by the
BIF and the SAIF of the FDIC to the extent and subject to the limitations set
forth in the FDIA. The predecessor of Bank of the West, "The Farmers National
Gold Bank," was chartered as a national banking association in 1874 in San Jose,
California.
On November 1, 1998, Pacific One Bank, a former wholly-owned subsidiary of the
Corporation, was merged with and into Bank of the West. As a result of the
merger, 39 Pacific One Bank branches in Oregon, Washington and Idaho became
branches of Bank of the West.
Bank of the West is the fifth largest bank in the State of California, with
total assets of approximately $7.7 billion and total deposits of approximately
$5.8 billion at December 31, 1998. Bank of the West conducts a general
commercial banking business, providing retail and corporate banking and trust
services to individuals, institutions, businesses and governments through 142
branches and other commercial banking offices located primarily in the San
Francisco Bay area and elsewhere in the Northern and Central Valley regions of
California and in Oregon, Washington and Idaho. Bank of the West also generates
indirect automobile loans and leases, recreational vehicle loans, recreational
marine vessel loans, equipment leases and deeds of trust on single-family
residences through a network of manufacturers, dealers, representatives and
brokers in all 50 states. Bank of the West's principal subsidiary is Essex
Credit Corporation ("Essex"), a Connecticut corporation. Essex is engaged
primarily in the business of originating and selling consumer loans on a
nationwide basis, such loans being made for the purpose of acquiring or
refinancing pleasure boats or recreational vehicles. Essex generally sells the
loans that it makes to various banks and other financial institutions, which
banks and institutions thereafter service such loans. Essex has a network of 11
regional direct lending offices located in the following states: California,
Connecticut, Florida, Maryland, Massachusetts, New Jersey, New York, North
Carolina, Texas and Washington.
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COMMUNITY BANKING -
The focus of Bank of the West's community banking strategy has been Northern
California and now, with the merger with Pacific One Bank, the Pacific Northwest
region. The Northern California market region is comprised of the San Francisco
Bay area and the Central Valley area of California. The San Francisco Bay area
is one of the State of California's wealthiest regions, and the Central Valley
of California is an area which has been experiencing rapid transition from a
largely agricultural base to a mix of agricultural and commercial enterprises.
The Pacific Northwest region includes the states of Oregon, Washington and
Idaho.
Bank of the West utilizes its 142-branch network as its principal funding
source. A key element of Bank of the West's community banking strategy is to
seek to distinguish itself as the provider of the "best value" in community
banking services. To this end, Bank of the West seeks to position itself within
its markets as an alternative to both the higher-priced, smaller "boutique"
commercial banks as well as the larger commercial banks, which may be perceived
as offering lower service and lower prices on a "mass market" basis.
In pursuing the Northern California and Pacific Northwest community banking
markets, Bank of the West seeks to serve a broad customer base by furnishing a
range of retail and commercial banking products. Through its branch network,
Bank of the West generates a variety of consumer loans, including direct vehicle
loans, consumer lines of credit and second mortgages. In addition, Bank of the
West generates and holds a small portfolio of first mortgage loans on one- to
four-family residences. Through its commercial banking operations conducted from
its branch network, Bank of the West offers a wide range of basic commercial
banking products intended to serve the needs of smaller community-based
businesses. These loan products include in-branch originations of standardized
products for businesses with relatively simple banking and financing needs. More
complex and customized commercial banking services are offered through Bank of
the West's regional banking centers which serve clusters of branches and provide
lending, deposit and cash management services to companies operating in the
relevant market areas. Bank of the West also provides a number of fee-based
products and services such as annuities, insurance and securities brokerage.
PROFESSIONAL BANKING, TRUST SERVICES -
The Professional Banking and Trust & Investment Services areas within the
Community Banking division provide a wide range of products to targeted markets.
Professional Banking, located in San Francisco, serves the banking needs of
attorneys, doctors and other working professionals. The Trust & Investment
Services area, headquartered in San Jose, and with offices in San Francisco,
provides a full range of individual and corporate trust services.
COMMERCIAL BANKING -
Bank of the West's Business Banking division supports commercial lending
activities for larger business customers through six regional lending centers
located in Northern and Central California. Each regional office provides a wide
range of loan and deposit services to mid-sized companies with borrowing needs
of $500,000 to $25 million. Lending services include receivable and inventory
financing, equipment term loans, letters of credit, agricultural loans and trade
finance. Other banking services include cash management, insurance products,
trust, investment, foreign exchange and various international banking services.
The Specialty Lending division seeks to provide focused banking services and
products to specifically targeted markets where Bank of the West's resources,
experience and technical expertise give it a competitive advantage. Through
operations conducted in this division, Bank of the West has established a
significant national market niche among those commercial banks which are lenders
to religious organizations. In addition, leasing operations within Specialty
Lending have made Bank of the West a significant provider of equipment leasing
financing, including both standard and tax-oriented products, to a wide array of
clients. To support the cash management needs of both Bank of the West's
corporate banking customers and large private and public deposit relationships
maintained with Bank of the West, the Specialty Lending division operates a Cash
Management group which provides a full range of innovative and
relationship-focused cash management services.
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The Real Estate Industries division, whose primary markets are Northern and
Central California and Nevada, originates and services construction, short-term
and permanent loans to residential developers, commercial builders and
investors. The division is particularly active in financing the construction of
detached residential subdivisions in Northern California. Other construction
lending activities include low-income housing, industrial development,
apartment, retail and office projects. The division also originates and services
single-family home loans sourced through the Bank's Community Bank branch
network.
CONSUMER FINANCE -
The Consumer Finance division targets the production of auto loans and leases in
the Western United States, and recreational vehicle and marine loans nationwide,
with emphasis on originating credits at the high end of the credit spectrum. The
Consumer Finance division originates recreational vehicle and marine credits on
a nationwide basis through sales representatives located throughout the country
servicing a network of over 1,900 recreational vehicle and marine dealers and
brokers. During the fourth quarter of 1997, Bank of the West acquired Essex to
complement its dealer marine and recreational vehicle presence. Essex primarily
focuses on the origination and sale of loans in the broker marine market and
also originates and sells loans to finance the acquisition of recreational
vehicles.
The division's auto lending activity is primarily focused in the Western United
States. Bank of the West originates loans and leases to finance the purchase of
new and used autos, light trucks and vans through a network of more than 2,000
dealers and brokers in California, Nevada, Oregon and Arizona.
FHL LEASE HOLDING COMPANY, INC. -
FHL, a financial services loan company, primarily finances and leases personal
property including equipment and vehicles, and acts as an agent, broker or
advisor in the leasing or financing of such property for affiliates as well as
third parties. On January 1, 1997, FHL sold certain leases to First Hawaiian
Leasing, Inc., a subsidiary of First Hawaiian. FHL is in a runoff mode and all
new leveraged and direct financing leases are recorded by First Hawaiian
Leasing, Inc.
At December 31, 1998, FHL's net investment in leases amounted to $66.6 million
and total assets were $93.2 million.
FIRST HAWAIIAN CAPITAL I -
The Trust is a Delaware business trust which was formed in 1997. The Trust
issued $100,000,000 of its Capital Securities (the "Capital Securities") and
used the proceeds therefrom to purchase junior subordinated deferrable interest
debentures of the Corporation. The Capital Securities qualify as Tier 1 Capital
of the Corporation and are fully and unconditionally guaranteed by the
Corporation. All of the common securities of the Trust are owned by the
Corporation.
At December 31, 1998, the Trust's total assets were $107.4 million.
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HAWAII COMMUNITY REINVESTMENT CORPORATION -
In an effort to support affordable housing and as part of First Hawaiian's
community reinvestment program, First Hawaiian is a member of the Hawaii
Community Reinvestment Corporation (the "HCRC"). The HCRC is a consortium of
local financial institutions that provides $50 million in permanent long-term
financing for affordable housing rental projects throughout Hawaii for low- and
moderate-income residents.
The $50 million loan pool is funded by the member financial institutions which
participate pro rata (based on deposit size) in each HCRC loan. First Hawaiian's
participations in these HCRC loans are included in its loan portfolio.
HAWAII INVESTORS FOR AFFORDABLE HOUSING, INC. -
To further enhance First Hawaiian's community reinvestment program and provide
support for the development of additional affordable housing rental units in
Hawaii, First Hawaiian, and other HCRC member institutions, have subscribed to a
$19.7 million tax credit equity fund ("Hawaii Affordable Housing Fund I") and a
$20.0 million tax credit equity fund ("Hawaii Affordable Housing Fund II").
Hawaii Affordable Housing Fund I and Hawaii Affordable Housing Fund II (the
"Funds") have been established to invest in qualified low-income housing tax
credit rental projects and to ensure that these projects are maintained as
low-income housing throughout the required compliance period. First Hawaiian's
investments in the Funds are included in its investment portfolio.
EMPLOYEES -
At December 31, 1998, the Corporation had 4,851 full-time equivalent employees.
First Hawaiian and Bank of the West employed 2,470 and 2,381 persons,
respectively. None are represented by any collective bargaining agreements and
relations with employees are considered excellent.
MONETARY POLICY AND ECONOMIC CONDITIONS -
The earnings and business of the Corporation are affected not only by general
economic conditions (both domestic and international), but also by the monetary
policies of various governmental regulatory authorities of (i) the United States
and foreign governments and (ii) international agencies. In particular, the
Corporation's earnings and growth may be affected by actions of the Federal
Reserve Board in connection with its implementation of national monetary policy
through its open market operations in United States Government securities,
control of the discount rate and establishment of reserve requirements against
both member and non-member financial institutions' deposits. These actions have
a significant effect on the overall growth and distribution of loans,
investments and deposits as well as on the rates earned on loans or paid on
deposits. It is not possible to predict the effect of future changes in monetary
policies upon the operating results of the Corporation.
COMPETITION -
Competition in the financial services industry is intense. The Corporation
competes with a large number of commercial banks (including domestic, foreign
and foreign-affiliated banks), savings institutions, finance companies, leasing
companies, credit unions and other entities that provide financial services such
as mutual funds, insurance companies and brokerage firms. Many of these
competitors are significantly larger and have greater financial resources than
the Corporation. In addition, the increasing use of the Internet and other
electronic distribution channels has resulted in increased competition with
respect to many of the products and services that the Corporation offers. As a
result, the Corporation competes with financial service providers located not
only in its home markets but also those located elsewhere in the United States
that are able to offer their products and services through electronic and other
non-conventional distribution channels.
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Recent changes in federal law have also made it easier for out-of-state banks to
enter and compete in the states in which the Corporation's bank subsidiaries
operate. The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the "Riegle-Neal Act"), among other things, eliminated substantially all state
law barriers to the acquisition of banks by out-of-state bank holding companies,
effective September 29, 1995. A bank holding company may now acquire banks in
states other than its home state, without regard to the permissibility of such
acquisitions under state law, but subject to any state requirement that the
acquired bank has been organized and operating for a minimum period of time (not
to exceed five years), and the requirement that the acquiring bank holding
company, prior to or following the proposed acquisition, controls no more than
10 percent of the total amount of deposits of insured depository institutions in
the United States and no more than 30 percent of such deposits in that state (or
such lesser or greater amount as may be established by state law).
The Riegle-Neal Act also permits interstate branching by banks in all states
other than those which have "opted out." Effective June 1, 1997, the Riegle-Neal
Act permits banks to acquire branches located in another state by purchasing or
merging with a bank chartered in that state or a national banking association
having its headquarters located in that state. However, banks are not permitted
to establish de novo branches or purchase individual branches located in other
states unless expressly permitted by the laws of those other states. None of the
states in which the Corporation's banking subsidiaries operate have elected to
"opt out" of the provisions of the Riegle-Neal Act permitting interstate
branching through acquisition or mergers, although most do not permit de novo
branching. The Corporation anticipates that the effect of the Riegle-Neal Act
will be to increase competition within the markets in which the Corporation now
operates, but the Corporation cannot predict when and to what extent competition
will increase in these markets.
SUPERVISION AND REGULATION -
As a registered bank holding company, the Corporation is subject to regulation
and supervision by the Federal Reserve Board under the BHCA. The various
subsidiaries of the Corporation are subject to regulation and supervision by the
banking authorities of Hawaii, California, Washington, Oregon, Idaho, Guam and
the Commonwealth of the Northern Mariana Islands, as well as by the FDIC (which
is the primary federal regulator of the Corporation's two bank subsidiaries) and
various other regulatory agencies.
The consumer lending and finance activities of the Corporation's subsidiaries
are also subject to extensive regulation under various Federal laws including
the Truth-in-Lending, Equal Credit Opportunity, Fair Credit Reporting, Fair Debt
Collection Practice and Electronic Funds Transfer Acts, as well as various state
laws. These statutes impose requirements on the making, enforcement and
collection of consumer loans and on the types of disclosures that need to be
made in connection with such loans.
Holding Company Structure. In general, the BHCA limits the business of the
Corporation to owning or controlling banks and engaging in such other activities
as the Federal Reserve Board may determine to be so closely related to banking
as to be a proper incident thereto. The Corporation must obtain the prior
approval of the Federal Reserve Board before acquiring direct or indirect
ownership or control of more than 5% of the voting shares of another bank or
bank holding company; before merging or consolidating with another bank holding
company; and before acquiring substantially all of the assets of any additional
bank. With certain exceptions, the BHCA prohibits bank holding companies from
engaging in any nonbanking business or acquiring direct or indirect ownership or
control of more than 5% of any class of voting shares of any company which is
engaged in a nonbanking business, unless the Federal Reserve Board determines
that such nonbanking business or activity is so closely related to banking as to
be a proper incident thereto. In making such determination, the Federal Reserve
Board considers, among other things, whether the performance of such activities
by a bank holding company would offer benefits to the public that outweigh
possible adverse effects. In addition, all acquisitions are reviewed by the
Department of Justice for antitrust considerations.
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Dividend Restrictions. As a holding company, the principal source of the
Corporation's cash revenue has been dividends and interest received from the
Corporation's bank subsidiaries. Each of the bank subsidiaries is subject to
various federal regulatory restrictions relating to the payment of dividends.
For example, if, in the opinion of the FDIC, a bank under its jurisdiction is
engaged in or is about to engage in an unsafe or unsound practice (which,
depending on the financial condition of the bank, could include the payment of
dividends), the FDIC may require, after notice and hearing, that such bank cease
and desist from such practice. In addition, the Federal Reserve Board has issued
a policy statement which provides that, as a general matter, insured banks and
bank holding companies should only pay dividends out of current operating
earnings. The regulatory capital requirements of the Federal Reserve Board and
the FDIC also may limit the ability of the Corporation and its insured
depository subsidiaries to pay dividends. See "Prompt Corrective Action" and
"Capital Requirements" below.
State regulations also place restrictions on the ability of the Corporation's
bank subsidiaries to pay dividends. Under Hawaii law, First Hawaiian is
prohibited from declaring or paying any dividends in excess of its retained
earnings. California law generally prohibits Bank of the West from paying cash
dividends to the extent such payments exceed the lesser of retained earnings and
net income for the three most recent fiscal years (less any distributions to
stockholders during such three-year period). At December 31, 1998, the aggregate
amount of dividends that such subsidiaries could pay to the Corporation under
the foregoing limitations without prior regulatory approval was $368.3 million.
There are also statutory limits on the transfer of funds to the Corporation and
its nonbanking subsidiaries by its banking subsidiaries, whether in the form of
loans or other extensions of credit, investments or asset purchases. Such
transfers to any single affiliate are limited in amount to 10% of the bank's
capital and surplus, or 20% in the aggregate to all affiliates. Furthermore,
such loans and extensions of credit are required to be collateralized in
specified amounts.
Under Federal Reserve Board policy, a bank holding company is expected to act as
a source of financial strength to each subsidiary bank and to make capital
infusions into a troubled subsidiary bank, and the Federal Reserve Board may
charge the bank holding company with engaging in unsafe and unsound practices
for failure to commit resources to a subsidiary bank. This capital infusion may
be required at times when the Corporation may not have the resources to provide
it. Any capital loans by the Corporation to one of its subsidiary banks would be
subordinate in right of payment to deposits and to certain other indebtedness of
such subsidiary bank.
In addition, depository institutions insured by the FDIC can be held liable for
any losses incurred by, or reasonably expected to be incurred by, the FDIC in
connection with (i) the default of a commonly controlled FDIC-insured depository
institution or (ii) any assistance provided by the FDIC to a commonly controlled
FDIC-insured depository institution in danger of default. "Default" is defined
generally as the appointment of a conservator or receiver and "in danger of
default" is defined generally as the existence of certain conditions indicating
that a "default" is likely to occur in the absence of regulatory assistance.
Accordingly, in the event that any insured subsidiary of the Corporation causes
a loss to the FDIC, other insured subsidiaries of the Corporation could be
required to compensate the FDIC by reimbursing it for the amount of such loss.
Any such obligation by the Corporation's insured subsidiaries to reimburse the
FDIC would rank senior to their obligations, if any, to the Corporation.
Prompt Corrective Action. Pursuant to the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA"), the federal banking agencies are required to
take "prompt corrective action" with respect to insured depository institutions
that do not meet minimum capital requirements. FDICIA established a five-tier
framework for measuring the capital adequacy of insured depository institutions
(including First Hawaiian and Bank of the West), with each depository
institution being classified into one of the following categories: "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized" and "critically undercapitalized."
Under the regulations adopted by the federal banking agencies to implement these
provisions of FDICIA, (commonly referred to as the "prompt corrective action"
rules), a depository institution is "well capitalized" if it has (i) a total
8
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risk-based capital ratio of 10% or greater, (ii) a Tier 1 risk-based capital
ratio of 6% or greater, (iii) a leverage ratio of 5% or greater and (iv) is not
subject to any written agreement, order or directive to meet and maintain a
specific capital level for any capital measure. An "adequately capitalized"
depository institution is defined as one that has (i) a total risk-based capital
ratio of 8% or greater, (ii) a Tier 1 risk-based capital ratio of 4% or greater
and (iii) a leverage ratio of 4% or greater (or 3% or greater in the case of a
bank with a composite CAMELS rating of 1). A depository institution is
considered (i) "undercapitalized" if it has (A) a total risk-based capital ratio
of less than 8%, (B) a Tier 1 risk-based capital ratio of less than 4% or (C) a
leverage ratio of less than 4% (or 3% in the case of an institution with a
CAMELS rating of 1), (ii) "significantly undercapitalized" if it has (A) a total
risk-based capital ratio of less than 6%, (B) a Tier 1 risk-based capital ratio
of less than 3% or (C) a leverage ratio of less than 3% and (iii) "critically
undercapitalized" if it has a ratio of tangible equity to total assets equal to
or less than 2%. An institution may be deemed by the regulators to be in a
capitalization category that is lower than is indicated by its actual capital
position if, among other things, it receives an unsatisfactory examination
rating. At December 31, 1998, all the Corporation's subsidiary depository
institutions was "well capitalized."
FDICIA generally prohibits a depository institution from making any capital
distribution (including payment of a cash dividend) or paying any management
fees to its holding company if the depository institution is, or would
thereafter be, undercapitalized. Undercapitalized depository institutions are
subject to growth limitations and are required to submit a capital restoration
plan. The federal banking agencies may not accept a capital plan without
determining, among other things, that the plan is based on realistic assumptions
and is likely to succeed in restoring the depository institution's capital. In
addition, for a capital restoration plan to be acceptable, the depository
institution's parent holding company must guarantee that the institution will
comply with such capital restoration plan. The aggregate liability of the parent
holding company under such guarantee is limited to the lesser of (i) an amount
equal to 5% of the depository institution's total assets at the time it became
undercapitalized, or (ii) the amount which is necessary (or would have been
necessary) to bring the institution into compliance with all capital standards
applicable to such institution as of the time it fails to comply with the plan.
If a depository institution fails to submit an acceptable plan, it is treated as
if it is significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a
number of other requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to reduce
total assets and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized institutions may not make any payments of interest
or principal on their subordinated debt and are subject to the appointment of a
conservator or receiver, generally within 90 days of the date such institution
becomes critically undercapitalized. In addition, the FDIC has adopted
regulations under FDICIA prohibiting an insured depository institution from
accepting brokered deposits (as defined by the regulations) unless the
institution is "well capitalized" or is "adequately capitalized" and receives a
waiver from the FDIC.
FDIC Insurance Assessments. The FDIC has implemented a risk-based deposit
insurance assessment system under which the assessment rate for an insured
institution may vary according to the regulatory capital levels of the
institution and other factors (including supervisory evaluations). Depository
institutions insured by the BIF which are ranked in the top risk classification
category currently have no annual assessment for deposit insurance while all
other banks are required to pay premiums ranging from .03% to .27% of domestic
deposits. As a result of the enactment on September 30, 1996 of the Economic
Growth and Regulatory Paperwork Reduction Act of 1996 (the "Deposit Funds Act"),
the deposit insurance premium assessment rates for depository institutions
insured by the SAIF were reduced, effective January 1, 1997, to the same rates
as apply to depository institutions insured by the BIF. The Deposit Funds Act
also provided for a one-time assessment of 65.7 basis points on all SAIF-insured
deposits in order to fully recapitalize the SAIF (which assessment was paid by
the Corporation in 1996), and imposes annual assessments on all depository
institutions to pay interest on bonds issued by the Financing Corporation (the
"FICO") in connection with the resolution of savings association insolvencies
occurring prior to 1991. The FICO assessment rate for 1998 was 1.3 basis points
in the case of BIF-insured institutions, and 6.4 basis points in the case of
SAIF-insured institutions. These rate schedules are subject to future
adjustments by the FDIC.
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In addition, the FDIC has authority to impose special assessments from time to
time, subject to certain limitations specified in the Deposit Funds Act.
Capital Requirements. The Corporation and certain of its subsidiaries are
subject to regulatory capital guidelines issued by the federal banking agencies.
Information with respect to the applicable capital requirements is included in
"Note 13. Regulatory Capital Requirements" (pages 66 and 67) in the Financial
Review section of the Corporation's Annual Report 1998, and is incorporated
herein by reference thereto.
FDICIA required each federal banking agency to revise its risk-based capital
standards to ensure that those standards take adequate account of interest rate
risk, concentration of credit risk and the risk of nontraditional activities, as
well as reflect the actual performance and expected risk of loss on multi-family
mortgages. The federal banking agencies have adopted amendments to their
respective risk-based capital requirements that explicitly identify
concentrations of credit risk and certain risks arising from nontraditional
activities, and the management of such risks, as important factors to consider
in assessing an institution's overall capital adequacy. The amendments do not,
however, mandate any specific adjustments to the risk-based capital calculations
as a result of such factors.
In August 1996, the federal banking regulators adopted amendments to their
risk-based capital rules to incorporate a measure for market risk in foreign
exchange and commodity activities and in the trading of debt and equity
instruments. Under these amendments, which became effective in 1997, banking
institutions with relatively large trading activities are required to calculate
their capital charges for market risk using their own internal value-at-risk
models (subject to parameters set by the regulators) or, alternatively, risk
management techniques developed by the regulators. As a result, these
institutions are required to hold capital based on the measure of their market
risk exposure in addition to existing capital requirements for credit risk.
These institutions are able to satisfy this additional requirement, in part, by
issuing short-term subordinated debt that qualifies as Tier 3 capital. The
adoption of these amendments did not have a material effect on the Corporation's
business or operations.
On November 5, 1997, the federal banking regulators proposed for comment
regulations establishing new risk-based capital requirements for recourse
arrangements and direct credit substitutes. "Recourse" for this purpose means
any retained risk of loss associated with any transferred asset that exceeds a
pro rata share of the bank's or bank holding company's remaining claim on the
asset, if any. Under existing regulations, banks and bank holding companies have
to maintain capital against the full amount of any assets for which risk of loss
is retained, unless the resulting capital amount would exceed the maximum
contractual liability or exposure retained, in which case the capital required
would equal, dollar-for-dollar, such maximum contractual liability or exposure.
The proposal would extend this treatment to direct credit substitutes. "Direct
credit substitute" means any assumed risk of loss associated with any asset or
other claim that exceeds the bank's or bank holding company's pro rata share of
the asset or claim, if any. The proposal also included a multi-level approach to
assessing capital charges based upon the relative credit risk of the bank's or
bank holding company's position in a securitization (i.e., recourse
arrangements, direct credit substitute or asset-backed security) and the rating
assigned to such position by a nationally recognized statistical rating agency.
The Corporation does not believe the adoption of this proposal will have a
material adverse effect on its operations or financial position.
Real Estate Activities. The FDIC recently adopted new regulations, effective
January 1, 1999, that will make it significantly easier for state non-member
banks to engage in a variety of real estate investment activities. These new
regulations generally allow a majority-owned corporate subsidiary of a state
non-member bank to make equity investments in real estate if the bank complies
with certain investment and transaction limits and satisfies certain capital
requirements (after giving effect to its investment in the majority-owned
subsidiary). In addition, a subsidiary of an insured state non-member bank will
be permitted to act as a lessor under a real property lease that is the
equivalent of a financing transaction, meets certain criteria applicable to the
lease and the underlying real estate and does not represent a significant risk
to the deposit insurance funds.
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FUTURE LEGISLATION -
Legislation relating to banking and other financial services has been introduced
from time to time in Congress and is likely to be introduced in the future.
Recent proposals include legislation that would (i) reformulate the bank
regulatory system, (ii) allow banking organizations to engage in a broader range
of activities, (iii) allow affiliations among banking, securities, insurance and
commercial organizations, (iv) change or eliminate charters for thrift
organizations, (v) impose examination fees on state-chartered banking
institutions and (vi) allow banks to pay interest on corporate checking
accounts. If enacted, such legislation could significantly change the
competitive environment in which the Corporation and its subsidiaries operate.
Management cannot predict whether these or any other proposals will be enacted
or the ultimate impact of any such legislation on the Corporation's competitive
situation, financial condition or results of operations.
FOREIGN OPERATIONS -
Information regarding the Corporation's foreign operations is included in Table
III-C (3) on page 13 of the Corporation's Annual Report on this Form 10-K for
the fiscal year ended December 31, 1998 and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the Financial
Review section of the Corporation's Annual Report 1998 (page 42), and is
incorporated herein by reference thereto.
OPERATING SEGMENTS -
Information regarding the Corporation's operating segments is included in "Note
18. Operating Segments" (pages 71 and 72) in the Financial Review section of the
Corporation's Annual Report 1998, and is incorporated herein by reference
thereto.
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STATISTICAL DISCLOSURES -
Guide 3 of the "Guides for the Preparation and Filing of Reports and
Registration Statements" under the Securities Act of 1933 sets forth certain
statistical disclosures to be included in the "Description of Business" section
of bank holding company filings with the Securities and Exchange Commission (the
"SEC"). The statistical information required is presented in the tables shown
below in the Corporation's Annual Report 1998, which tables are incorporated
herein by reference thereto and Table III-C (3) on page 13 of the Corporation's
Annual Report on this Form 10-K for the fiscal year ended December 31, 1998. The
tables and information contained therein have been prepared by the Corporation
and have not been audited or reported upon by the Corporation's independent
accountants.
Information in response to the following applicable sections of Guide 3 is
included in the Financial Review section of the Corporation's Annual Report
1998, and is incorporated herein by reference thereto:
PAGE NUMBERS IN
BANCWEST CORPORATION
ANNUAL REPORT 1998
DISCLOSURE REQUIREMENTS (EXHIBIT 13)
I. Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differential -
A. Average balance sheets 31 - 32
B. Analysis of net interest earnings 31 - 32
C. Dollar amount of change in interest income and interest expense 33
II. Investment Portfolio -
A. Book value of investment securities 61 - 62
B. Investment securities by maturities and weighted average yields 43
C. Investment securities in excess of 10% of stockholders' equity 62
III. Loan Portfolio -
A. Types of loans 39
B. Maturities and sensitivities of loans to changes in interest rates 40, 45
C. Risk elements
1. Nonaccrual, past due and restructured loans 41 - 42, 55 - 56
2. Potential problem loans 42
4. Loan concentrations 40
IV. Summary of Loan Loss Experience -
A. Analysis of loss experience 34 - 36, 56 - 57, 63
B. Breakdown of the allowance for loan losses 37
V. Deposits -
A. Average amount and average rate paid on deposits 43
D. Maturity distribution of domestic time certificates of deposits
of $100,000 or more 64
E. Time certificates of deposit in denominations of $100,000 or more
issued by foreign offices 64
VI. Return on Equity and Assets 27
VII. Short-Term Borrowings 64
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III. LOAN PORTFOLIO
Table III-C (3) presents a summary of the Corporation's foreign outstandings to
each country which exceeded 1% of total assets for the years indicated. Foreign
outstandings are defined as the balances outstanding of cross-border loans,
acceptances, interest-bearing deposits with other banks, other interest-bearing
investments and any other monetary assets. At December 31, 1998 and 1996, the
Corporation had no foreign outstandings to any country which exceeded 1% of
total assets. At December 31, 1997, Japan was the only country to which the
Corporation had outstandings in excess of 1% of total assets.
BANCWEST CORPORATION AND SUBSIDIARIES
TABLE III-C (3)
FOREIGN OUTSTANDINGS TO EACH COUNTRY WHICH EXCEEDS 1% OF TOTAL ASSETS
GOVERNMENTS COMMERCIAL
AND OFFICIAL AND
INSTITUTIONS INDUSTRIAL OTHER TOTAL
------------ ---------- ----- -----
(in millions)
AT DECEMBER 31, 1997
JAPAN $ - $ 17 $ 74 $ 91
=========== ============ =========== =============
At December 31, 1998, 1997 and 1996, there were no foreign outstandings to any
country between .75% and 1.0% of total assets.
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ITEM 2. PROPERTIES
First Hawaiian indirectly (through two subsidiaries) owns all of a city block in
downtown Honolulu. The administrative headquarters of the Corporation and First
Hawaiian as well as the main branch of First Hawaiian are located in a modern
banking center on this city block. The headquarters building includes 418,000
square feet of gross office space. Information about the lease financing of the
headquarters building is included in "Note 20. Lease Commitments" (pages 72 and
73) in the Financial Review section of the Corporation's Annual Report 1998,
which is incorporated herein by reference thereto.
Eighteen of First Hawaiian's offices in Hawaii are located on land owned in fee
simple by First Hawaiian. The other branches of First Hawaiian in Hawaii and one
branch each in Guam and Saipan are situated in leasehold premises or in
buildings constructed by the respective companies on leased land (see "Note 20.
Lease Commitments" (pages 72 and 73) in the Financial Review section of the
Corporation's Annual Report 1998, which is incorporated herein by reference
thereto). In addition, First Hawaiian owns an operations center which is located
on 125,919 square feet of land owned in fee simple by First Hawaiian in an
industrial area near downtown Honolulu. First Hawaiian occupies all of this
four-story building.
First Hawaiian owns a five-story, 75,000-square-foot office building, including
a branch, which is situated on property owned in fee simple in Maite, Guam where
it maintains a branch.
Bank of the West leases two adjacent sites in Walnut Creek, California, which
are its primary administrative headquarters. The administrative headquarters
office is a 132,000 square foot, 3-story building. Bank of the West also leases
48,382 square feet of executive office space in downtown San Francisco in the
same building that houses its San Francisco Main Branch at 180 Montgomery Street
(see "Note 20. Lease Commitments" (pages 72 and 73) in the Financial Review
section of the Corporation's Annual Report 1998, which is incorporated herein by
reference thereto). Approximately 30,396 square feet of leased space at 180
Montgomery Street is subleased to BNP.
Forty-eight of Bank of the West's active branches are located on land owned by
Bank of the West. The remaining 94 active branches are located on leasehold
properties. Bank of the West also has 11 surplus branch properties, ten of which
are currently leased to others. In addition, Bank of the West leases 18
properties that are utilized for administrative, lease support, management
information systems and regional management services (see "Note 20. Lease
Commitments" (pages 72 and 73) in the Financial Review section of the
Corporation's Annual Report 1998, which is incorporated herein by reference
thereto).
ITEM 3. LEGAL PROCEEDINGS
Various legal proceedings are pending against the Corporation or its
subsidiaries. The ultimate liability of the Corporation, if any, cannot be
determined at this time. Based upon consultation with counsel, management does
not expect that the aggregate liability, if any, resulting from these
proceedings would have a material effect on the Corporation's consolidated
financial position, results of operations or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 1998.
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EXECUTIVE OFFICERS OF THE REGISTRANT
Listed below are the executive officers of the Corporation with their positions,
age and business experience during the past five years:
OFFICER AGE BUSINESS EXPERIENCE DURING LAST 5 YEARS
------- --- ---------------------------------------
Walter A. Dods, Jr. 57 Chairman of the Board and Chief
Chairman, Chief Executive Executive Officer of the Corporation and
Officer and Director First Hawaiian since 1989; President of
the Corporation from 1989 - 1991;
Executive Vice President of the
Corporation from 1982 - 1989; Director of
the Corporation since 1983; President of
First Hawaiian from 1984 - 1989;
Director and Vice Chairman of Bank of
the West since November 1998. Mr. Dods
has been with First Hawaiian since 1968.
Don J. McGrath 50 Director, President and Chief Operating
President, Chief Officer of the Corporation since
Operating Officer November 1998; Director of Bank of the
and Director West since 1989; President and Chief
Executive Officer of Bank of the West
since 1996; President and Chief
Operating Officer of Bank of the West
from 1991 - 1996; Director and Vice
Chairman of First Hawaiian since
November 1998. Mr. McGrath has been with
Bank of the West since 1975.
John K. Tsui 60 Vice Chairman and Chief Credit Officer
Vice Chairman, of the Corporation since November 1998;
Chief Credit Officer President of the Corporation from April
and Director 1995 - October 1998; Director of the
Corporation since July 1995; Director,
President and Chief Operating Officer of
First Hawaiian since July 1994; Vice
Chairman of Bank of the West since
November 1998. Mr. Tsui was Executive
Vice President of Bancorp Hawaii, Inc.
(now known as Pacific Century Financial
Corporation) from 1986 - June 1994 and
Vice Chairman of Bank of Hawaii from
1984 - June 1994.
Joel Sibrac 51 Director and Vice Chairman of the
Vice Chairman Corporation since November 1998; Senior
and Director Executive Vice President, Commercial
Banking Group of Bank of the West since
1996; Director of Bank of the West since
1995; General Manager, North American
Desk of BNP from 1994 - 1996; General
Manager of BNP Italy from 1990 - 1994.
Mr. Sibrac has been with BNP since 1974
and Bank of the West since 1996.
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OFFICER AGE BUSINESS EXPERIENCE DURING LAST 5 YEARS
------- --- ---------------------------------------
Howard H. Karr 56 Executive Vice President and Chief
Executive Vice President and Financial Officer of the Corporation
Chief Financial Officer since November 1998; Executive Vice
President, Chief Financial Officer and
Treasurer of the Corporation from April
1998 - November 1998; Executive Vice
President and Treasurer of the
Corporation from 1990 - April 1998; Vice
Chairman of First Hawaiian since 1997;
Vice Chairman, Chief Financial Officer
and Treasurer of First Hawaiian from
September 1993 - 1997. Mr. Karr has been
with First Hawaiian since 1973.
Douglas C. Grigsby 46 Executive Vice President and Treasurer
Executive Vice President of the Corporation since November 1998;
and Treasurer Chief Financial Officer of Bank of the
West since 1989. Mr. Grigsby has been
with Bank of the West since 1977.
Bernard Brasseur 60 Executive Vice President and Risk
Executive Vice President Manager of the Corporation since
and Risk Manager November 1998; Risk Manager of Bank of
the West since 1983; Vice Chairman of
First Hawaiian since November 1998. Mr.
Brasseur has been with BNP since 1966
and Bank of the West since 1983.
Donald G. Horner 48 Executive Vice President of the
Executive Vice President Corporation since 1989; Vice Chairman of
First Hawaiian since July 1994;
Executive Vice President of First
Hawaiian from 1993 - 1994. Mr. Horner
has been with First Hawaiian since 1978.
There are no family relationships among any of the executive officers of the
Corporation. There is no arrangement or understanding between any such executive
officer and another person pursuant to which he was elected as an officer. The
term of office of each officer is at the pleasure of the Board of Directors of
the Corporation.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Required information is included in "Common Stock Information" (page 26),
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" (page 28) and "Notes to Consolidated Financial Statements" (pages 65
and 66) in the Financial Review section of the Corporation's Annual Report 1998,
and is incorporated herein by reference thereto.
In connection with the Merger, certain amendments were made to the certificate
of incorporation and bylaws of the Corporation that modify or otherwise affect
the rights of holders of the Corporation's common stock (the "Common Stock").
These amendments primarily relate to the issuance to the shareholders of Old
BancWest of shares of newly authorized class A common stock of the Corporation
(the "Class A Common Stock") in an amount equal to approximately 45% of the
total number of shares of the Class A Common Stock and the Common Stock that
were outstanding immediately after the Merger. In addition, in connection with
the closing of the Merger on November 1, 1998, the Corporation entered into a
Standstill and Governance Agreement and Registration Rights Agreement with BNP,
which owned directly and through a subsidiary, all of the voting stock of Old
BancWest immediately prior to the Merger. These agreements govern most aspects
of the relationship between the Corporation and BNP after the Merger. The
above-referenced amendments to the Corporation's certificate and bylaws and the
agreements that the Corporation entered into with BNP in connection with the
Merger and the issuance of the Class A Common Stock are described in the
Corporation's proxy statement filed with the SEC on July 17, 1998, and the
Corporation's Form 8-A filed with the SEC on October 30, 1998, which are hereby
incorporated herein by reference thereto. Copies of such amendments and
agreements are included as exhibits to this Form 10-K.
On November 1, 1998, the Corporation issued 25,814,768 shares of its Class A
Common Stock to BNP in exchange for all of the outstanding shares of common
stock of Old BancWest in connection with the Merger, as set forth above. As of
December 31, 1998, BNP continued to own all of the outstanding shares of Class A
Common Stock. The Class A Common Stock was issued pursuant to the exemption from
registration set forth in Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act"), in a transaction by the issuer not involving a public
offering. Shares of Class A Common Stock may in certain circumstances convert
into shares of Common Stock as described in the agreements and amendments
referred to in the paragraph above.
Also in connection with the Merger, the Corporation issued, pursuant to the
exemption from registration set forth in Section 4(2) of the Securities Act, an
aggregate of 131,236 options to acquire shares of common stock, par value $1 per
share, of the Corporation and 411,049 shares of restricted Common Stock of the
Corporation, to certain employees of Old BancWest in exchange for the
termination of certain Old BancWest stock appreciation rights that were held by
such employees.
ITEM 6. SELECTED FINANCIAL DATA
Required information is included in "Summary of Selected Consolidated Financial
Data" (page 27) and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" (page 28) in the Financial Review section of the
Corporation's Annual Report 1998, and is incorporated herein by reference
thereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Required information is included in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (pages 28 through 49) in the
Financial Review section of the Corporation's Annual Report 1998, and is
incorporated herein by reference thereto.
On February 25, 1999, the Corporation signed a definitive agreement to acquire
all of the outstanding stock of SierraWest Bancorp ("SierraWest"), parent
company of SierraWest Bank, for a purchase price expected to be approximately
$194 million. SierraWest, with total assets of $879 million, has 20 branches in
California and
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Nevada. The acquisition will be accounted for using the pooling method of
accounting.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Required information is included in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" (page 44) and "Notes to
Consolidated Financial Statements" (pages 58 and 59) in the Financial Review
section of the Corporation's Annual Report 1998, and is incorporated herein by
reference thereto.
INTEREST RATE RISK MEASUREMENT AND MANAGEMENT
The net interest income of the Corporation is subject to interest rate risk to
the extent the Corporation's interest-bearing liabilities (primarily deposits
and borrowings) mature or reprice on a different basis than its interest-earning
assets (primarily loans and investment securities). When interest-bearing
liabilities mature or reprice more quickly than interest-earning assets during a
given period, an increase in interest rates could reduce net interest income.
Similarly, when interest-earning assets mature or reprice more quickly than
interest-bearing liabilities, a decrease in interest rates could have a negative
impact on net interest income. In addition, the impact of interest rate swings
may be exacerbated by factors such as our customers' propensity to manage their
demand deposit balances more or less aggressively or to refinance mortgage and
other consumer loans depending on the interest rate environment.
The Asset/Liability Committees of each of the Corporation's subsidiary companies
are responsible for managing interest rate risk. Oversight for the Corporation
taken as a whole and individual subsidiary companies is also provided by the
Asset/Liability Committee of the Corporation. The frequency of the various
Asset/Liability Committee meetings range from weekly to quarterly.
Recommendations for changes to a particular subsidiary's interest rate profile,
should they be deemed necessary and exceed established policies, are made to its
Board of Directors. Other than loans that are originated and held for sale and
commitments to purchase and sell foreign currencies and mortgage-backed
securities, the Corporation's interest rate derivatives and other financial
instruments are not entered into for trading purposes.
The Corporation's exposure to interest rate risk is managed primarily by taking
actions that impact certain balance sheet accounts (e.g., lengthening or
shortening maturities in the investment portfolio, changing asset and/or
liability mix -- including increasing or decreasing the amounts of fixed and/or
variable instruments held by the Corporation -- to adjust sensitivity to
interest rate changes) and/or utilizing off-balance sheet instruments such as
interest rate swaps, caps, floors, options, or forwards.
The Corporation models its net interest income in order to quantify its exposure
to changes in interest rates. Generally, the size of the balance sheet is held
constant and then subjected to interest rate shocks up and down of 100 and 200
basis points (1% equals 100 basis points) each. Each account-level item is
repriced according to its respective contractual characteristics, including any
imbedded options which might exist (e.g., periodic interest rate caps or floors
or loans which permit the borrower to prepay the principal balance of the loan
prior to maturity without penalty). Off-balance sheet instruments such as
interest rate swaps, caps or floors are included as part of the modeling
process. For each interest rate shock scenario, net interest income over a 12-
month horizon is compared against the results of a scenario in which no interest
rate change occurs (a "flat rate scenario") to determine the level of interest
rate risk at that time.
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The projected impact of 100 and 200 basis point increases and decreases in
interest rates on the Corporation's consolidated net interest income over the
next 12 months beginning January 1, 1999 and 1998 is shown below.
1999
----
+2% +1% Flat -1% -2%
--- --- ---- --- ---
(dollars in millions)
Net Interest Income $639.2 $643.3 $635.6 $621.0 $609.0
Difference from Flat $ 3.6 $ 7.7 $(14.6) $(26.6)
% Variance .6% 1.2% (2.3)% (4.2)%
1998
----
+2% +1% Flat -1% -2%
--- --- ---- --- ---
(dollars in millions)
Net Interest Income $330.9 $338.1 $341.7 $340.8 $337.1
Difference from Flat $(10.8) $ (3.6) $ (.9) $ (4.6)
% Variance (3.2)% (1.1)% (.3)% (1.3)%
The variances of the projected impact of 100 and 200 basis point increases and
decreases in interest rates on the Corporation's consolidated net interest
income, as illustrated above, are primarily due to the effects of the Merger.
SIGNIFICANT ASSUMPTIONS UTILIZED AND INHERENT LIMITATIONS
The significant net interest income changes for each interest rate scenario
presented above include assumptions based on accelerating or decelerating
mortgage prepayments in declining or rising scenarios, respectively, and
adjusting deposit levels and mix in the different interest rate scenarios. The
magnitude of changes to both areas in turn are based upon analyses of customers'
behavior in differing rate environments. However, these analyses may differ from
actual future customer behavior. For example, actual prepayments may differ from
current assumptions as prepayments are affected by many variables which cannot
be predicted with certainty (e.g., prepayments of mortgages may differ on fixed
and adjustable loans depending upon current interest rates, expectations of
future interest rates, availability of refinancing, economic benefit to
borrower, financial viability of borrower, etc.).
As with any model for analyzing interest rate risk, certain limitations are
inherent in the method of analysis presented above. For example, the actual
impact on net interest income due to certain interest rate shocks may differ
from those projections presented should market conditions vary from assumptions
used in the analysis. Furthermore, the analysis does not consider the effects of
a changed level of overall economic activity that could exist in certain
interest rate environments. Moreover, the method of analysis used does not take
into account the actions that management might take to respond to changes in
interest rates because of inherent difficulties in determining the likelihood or
impact of any such response.
FORWARD-LOOKING STATEMENTS
Certain matters contained in this Item 7A. are forward-looking statements that
involve certain risks and uncertainties that could cause the Corporation's
actual results to differ materially from those discussed in the forward-looking
statements. A discussion of some of these risks and uncertainties is included in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" (page 28) in the Financial Review section of the Corporation's
Annual Report 1998 and is incorporated herein by reference thereto.
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22
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following information is included in the Financial Review section of the
Corporation's Annual Report 1998, which is incorporated herein by reference
thereto as follows:
PAGE NUMBER
-----------
Report of Independent Accountants 50
BancWest Corporation and Subsidiaries:
Consolidated Balance Sheets at December 31, 1998 and 1997 51
Consolidated Statements of Income for the years ended
December 31, 1998, 1997 and 1996 52
Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 1998, 1997 and 1996 53
Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996 54
BancWest Corporation (Parent Company):
Balance Sheets at December 31, 1998 and 1997 74
Statements of Income for the years ended December 31, 1998,
1997 and 1996 75
Statements of Changes in Stockholders' Equity for the
years ended December 31, 1998, 1997 and 1996 53
Statements of Cash Flows for the years ended December 31, 1998,
1997 and 1996 75
Notes to Consolidated Financial Statements 55 - 75
Summary of Quarterly Financial Data (Unaudited) 49
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
20
23
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Required information relating to directors is included in "Election of
Directors" (pages 4 through 7) of the Corporation's Proxy Statement and is
incorporated herein by reference thereto. Required information relating to
executive officers is included in Part I on pages 15 and 16 of the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1998 in the section
entitled "Executive Officers of the Registrant."
ITEM 11. EXECUTIVE COMPENSATION
Required information is included in "Executive Compensation" (pages 12 through
23) of the Corporation's Proxy Statement and is incorporated herein by reference
thereto.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Required information is included in "Security Ownership of Directors, Named
Executive Officers and Others" (pages 8 through 11) of the Corporation's Proxy
Statement and is incorporated herein by reference thereto.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Required information is included in "Certain Transactions" (pages 24 through 26)
of the Corporation's Proxy Statement and is incorporated herein by reference
thereto.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
PAGE NUMBER IN
----------------
BANCWEST CORPORA-
TION ANNUAL
REPORT 1998
(EXHIBIT 13)
------------
(a) 1. Financial Statements
The following financial statements are incorporated by reference in Part II
(Item 8) of this Form 10-K:
Report of Independent Accountants 50
BancWest Corporation and Subsidiaries:
Consolidated Balance Sheets at December 31, 1998 and 1997 51
Consolidated Statements of Income for the
years ended December 31, 1998, 1997 and 1996 52
Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 1998, 1997 and 1996 53
Consolidated Statements of Cash Flows for the
years ended December 31, 1998, 1997 and 1996 54
BancWest Corporation (Parent Company):
Balance Sheets at December 31, 1998 and 1997 74
Statements of Income for the years ended
December 31, 1998, 1997 and 1996 75
Statements of Changes in Stockholders' Equity for the
years ended December 31, 1998, 1997 and 1996 53
Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996 75
Notes to Consolidated Financial Statements 55 - 75
Summary of Quarterly Financial Data (Unaudited) 49
2. Financial Statement Schedules
Schedules to the consolidated financial statements required by this Item
14(a)2 are not required under the related instructions, or the information
is included in the consolidated financial statements, or are inapplicable,
and therefore have been omitted.
3. Exhibits
Exhibit 3 (i) Certificate of Incorporation of BancWest
Corporation (formerly known as First Hawaiian,
Inc.) - Incorporated by reference to Exhibit 3(i)
of the Corporation's Current Report on Form 8-K as
filed with the SEC on November 5, 1998.
(ii) Amended and Restated Bylaws of BancWest
Corporation (formerly known as First Hawaiian,
Inc.) - Incorporated by reference to Exhibit 3(ii)
of the Corporation's Current Report on Form 8-K as
filed with the SEC on November 5, 1998.
22
25
Exhibit 4 Instruments defining rights of security holders,
including indentures.
(i) Equity - Incorporated by reference to Exhibit 3(i)
hereto.
(ii) Debt - Indenture, dated as of August 9, 1993,
between First Hawaiian, Inc. and The First
National Bank of Chicago, Trustee, is incorporated
by reference to Exhibit 4(ii) to the Corporation's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 as filed with the SEC.
(iii) Debt - Indenture, dated as of June 30, 1997,
between First Hawaiian, Inc. and The First
National Bank of Chicago, Trustee, is incorporated
by reference to the Corporation's Registration
Statement on Form S-4 as filed with the SEC on
October 17, 1997.
(iv) Standstill and Governance Agreement between First
Hawaiian, Inc. and Banque Nationale de Paris,
dated as of November 1, 1998, is incorporated by
reference to Exhibit 4(i) to the Corporation's
Current Report on Form 8-K as filed with the SEC
on November 5, 1998.
(v) Registration Rights Agreements between First
Hawaiian, Inc. and Banque Nationale de Paris,
dated as of November 1, 1998, is incorporated by
reference to the Corporation's Current Report on
Form 8-K as filed with the SEC on November 5,
1998.
Exhibit 10 Material contracts
(i) Lease Agreement, dated as of December 1, 1993,
between REFIRST, Inc. and First Hawaiian Bank is
incorporated by reference to Exhibit 10(iii) to
the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 as filed
with the SEC.
(ii) Ground Lease, dated as of December 1, 1993, among
First Hawaiian Center Limited Partnership, FH
Center, Inc. and REFIRST, Inc. is incorporated by
reference to Exhibit 10(v) to the Corporation's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 as filed with the SEC.
(iii) Stock Incentive Plan of First Hawaiian, Inc.,
dated as of November 22, 1991, is incorporated by
reference to Exhibit 10 to the Corporation's Form
10-Q for the quarterly period ended June 30, 1998
as filed with the SEC.
(iv) Long-Term Incentive Plan of First Hawaiian, Inc.,
effective as of January 1, 1992, is incorporated
by reference to Exhibit 10 to the Corporation's
Form 10-Q for the quarterly period ended June 30,
1998 as filed with the SEC.
23
26
(v) First Hawaiian, Inc. Supplemental Executive
Retirement Plan, as amended and restated as of
January 1, 1998, is incorporated by reference to
Exhibit 10 to the Corporation's Form 10-Q for the
quarterly period ended June 30, 1998 as filed with
the SEC.
(vi) First Hawaiian, Inc. Deferred Compensation Plan,
as amended and restated as of January 1, 1998, is
incorporated by reference to Exhibit 10 to the
Corporation's Form 10-Q for the quarterly period
ended June 30, 1998 as filed with the SEC.
(vii) First Hawaiian, Inc. Incentive Plan for Key
Executives, as amended through December 13, 1989, is
incorporated by reference to Exhibit 10 to the
Corporation's Form 10-Q for the quarterly period
ended June 30, 1998 as filed with the SEC.
(viii) Directors' Retirement Plan, effective as of
January 1, 1992, is incorporated by reference to
Exhibit 10 to the Corporation's Form 10-Q for the
quarterly period ended June 30, 1998 as filed with
the SEC.
(ix) First Hawaiian, Inc. 1998 Stock Incentive Plan,
effective as of January 1, 1998, is incorporated by
reference to Exhibit 10 to the Corporation's Form
10-Q for the quarterly period ended June 30, 1998 as
filed with the SEC.
(x) Amendment No. 1 to First Hawaiian, Inc.
Supplemental Executive Retirement Plan, effective
November 1, 1998, filed herewith.
(xi) Sublease made as of November 1, 1993, between Bank
of the West and Banque Nationale de Paris, filed
herewith.
Exhibit 12 Statement re: computation of ratios.
Exhibit 13 Annual report to security holders - Corporation's
Annual Report 1998.
Exhibit 21 Subsidiaries of the registrant.
Exhibit 23 Consent of independent accountants.
Exhibit 27 Financial data schedule.
(b) Reports on Form 8-K
The Corporation's Current Report, as filed with the SEC on November 5,
1998 (as amended by the Corporation's Current Report on Form 8-K/A as
filed with the SEC on December 30, 1998): (i) announcing the
consummation of the Merger and amendments to the certificate and bylaws
of the Corporation to: (a) create the Class A Common Stock and a
related class of directors, (b) change the name of the corporation to
"BancWest Corporation" and (c) provide for various corporate governance
and other related matters; and (ii) filing financial statements of Old
BancWest and pro forma financial information relating to the Merger.
(c) The exhibits listed in Item 14(a)3 are incorporated by reference or
attached hereto.
(d) Response to this item is the same as the response to Item 14(a)2.
24
27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BANCWEST CORPORATION
(Registrant)
By /s/ HOWARD H. KARR
----------------------------------
HOWARD H. KARR
EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER
Date: March 11, 1999
25
28
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
/s/ WALTER A. DODS, JR.
- ---------------------------------- Chairman, March 11, 1999
Walter A. Dods, Jr. Chief Executive Officer Date
& Director
/s/ JACQUES ARDANT
- ---------------------------------- Director March 11, 1999
Jacques Ardant Date
/s/ JOHN W. A. BUYERS
- ---------------------------------- Director March 11, 1999
John W. A. Buyers Date
/s/ JULIA ANN FROHLICH
- ---------------------------------- Director March 11, 1999
Julia Ann Frohlich Date
/s/ ROBERT A. FUHRMAN
- ---------------------------------- Director March 11, 1999
Robert A. Fuhrman Date
/s/ PAUL MULLIN GANLEY
- ---------------------------------- Director March 11, 1999
Paul Mullin Ganley Date
/s/ DAVID M. HAIG
- ---------------------------------- Director March 11, 1999
David M. Haig Date
/s/ JOHN A. HOAG
- ---------------------------------- Director March 11, 1999
John A. Hoag Date
/s/ BERT T. KOBAYASHI, JR.
- ---------------------------------- Director March 11, 1999
Bert T. Kobayashi, Jr. Date
/s/ MICHEL LARROUILH
- ---------------------------------- Director March 11, 1999
Michel Larrouilh Date
/s/ VIVIEN LEVY-GARBOUA
- ---------------------------------- Director March 11, 1999
Vivien Levy-Garboua Date
/s/ YVES MARTRENCHAR
- ---------------------------------- Director March 11, 1999
Yves Martrenchar Date
/s/ FUJIO MATSUDA
- ---------------------------------- Director March 11, 1999
Fujio Matsuda Date
/s/ DON J. MCGRATH
- ---------------------------------- President, March 11, 1999
Don J. McGrath Chief Operating Officer Date
& Director
/s/ RODNEY R. PECK
- ---------------------------------- Director March 11, 1999
Rodney R. Peck Date
/s/ JOEL SIBRAC
- ---------------------------------- Vice Chairman March 11, 1999
Joel Sibrac & Director Date
26
29
/s/ JOHN K. TSUI
- ---------------------------------- Vice Chairman, March 11, 1999
John K. Tsui Chief Credit Officer Date
& Director
/s/ JACQUES HENRI WAHL
- ---------------------------------- Director March 11, 1999
Jacques Henri Wahl Date
/s/ FRED C. WEYAND
- ---------------------------------- Director March 11, 1999
Fred C. Weyand Date
/s/ ROBERT C. WO
- ---------------------------------- Director March 11, 1999
Robert C. Wo Date
/s/ HOWARD H. KARR
- ---------------------------------- Executive Vice President March 11, 1999
Howard H. Karr & Chief Financial Officer Date
(Principal financial and
accounting officer)
27
30
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
3 (i) Certificate of Incorporation of BancWest Corporation (formerly
known as First Hawaiian, Inc.) - Incorporated by reference to
Exhibit 3(i) of the Corporation's Current Report on Form 8-K as
filed with the SEC on November 5, 1998.
(ii) Amended and Restated Bylaws of BancWest Corporation (formerly
known as First Hawaiian, Inc.) - Incorporated by reference to
Exhibit 3(ii) of the Corporation's Current Report on Form 8-K as
filed with the SEC on November 5, 1998.
4 Instruments defining rights of security holders, including
indentures.
(i) Equity - Incorporated by reference to Exhibit 3(i) hereto.
(ii) Debt - Indenture, dated as of August 9, 1993, between First
Hawaiian, Inc. and The First National Bank of Chicago, Trustee,
is incorporated by reference to Exhibit 4(ii) to the
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 as filed with the SEC.
(iii) Debt - Indenture, dated as of June 30, 1997, between First
Hawaiian, Inc. and The First National Bank of Chicago, Trustee,
is incorporated by reference to the Corporation's Registration
Statement on Form S-4 as filed with the SEC on October 17, 1997.
(iv) Standstill and Governance Agreement between First Hawaiian, Inc.
and Banque Nationale de Paris, dated as of November 1, 1998, is
incorporated by reference to Exhibit 4(i) to the Corporation's
Current Report on Form 8-K as filed with the SEC on November 5,
1998.
(v) Registration Rights Agreements between First Hawaiian, Inc. and
Banque Nationale de Paris, dated as of November 1, 1998, is
incorporated by reference to the Corporation's Current Report on
Form 8-K as filed with the SEC on November 5, 1998.
10 Material contracts
(i) Lease Agreement, dated as of December 1, 1993, between REFIRST,
Inc. and First Hawaiian Bank is incorporated by reference to
Exhibit 10(iii) to the Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993 as filed with the
SEC.
28
31
(ii) Ground Lease, dated as of December 1, 1993, among First Hawaiian
Center Limited Partnership, FH Center, Inc. and REFIRST, Inc. is
incorporated by reference to Exhibit 10(v) to the Corporation's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993 as filed with the SEC.
(iii) Stock Incentive Plan of First Hawaiian, Inc., dated as of
November 22, 1991, is incorporated by reference to Exhibit 10 to
the Corporation's Form 10-Q for the quarterly period ended June
30, 1998 as filed with the SEC.
(iv) Long-Term Incentive Plan of First Hawaiian, Inc., effective as of
January 1, 1992, is incorporated by reference to Exhibit 10 to
the Corporation's Form 10-Q for the quarterly period ended June
30, 1998 as filed with the SEC.
(v) First Hawaiian, Inc. Supplemental Executive Retirement Plan, as
amended and restated as of January 1, 1998, is incorporated by
reference to Exhibit 10 to the Corporation's Form 10-Q for the
quarterly period ended June 30, 1998 as filed with the SEC.
(vi) First Hawaiian, Inc. Deferred Compensation Plan, as amended and
restated as of January 1, 1998, is incorporated by reference to
Exhibit 10 to the Corporation's Form 10-Q for the quarterly
period ended June 30, 1998 as filed with the SEC.
(vii) First Hawaiian, Inc. Incentive Plan for Key Executives, as
amended through December 13, 1989, is incorporated by reference
to Exhibit 10 to the Corporation's Form 10-Q for the quarterly
period ended June 30, 1998 as filed with the SEC.
(viii) Directors' Retirement Plan, effective as of January 1, 1992, is
incorporated by reference to Exhibit 10 to the Corporation's Form
10-Q for the quarterly period ended June 30, 1998 as filed with
the SEC.
(ix) First Hawaiian, Inc. 1998 Stock Incentive Plan, effective as of
January 1, 1998, is incorporated by reference to Exhibit 10 to
the Corporation's Form 10-Q for the quarterly period ended June
30, 1998 as filed with the SEC.
(x) Amendment No. 1 to First Hawaiian, Inc. Supplemental Executive
Retirement Plan, effective November 1, 1998, filed herewith.
(xi) Sublease made as of November 1, 1993, between Bank of the West
and Banque Nationale de Paris, filed herewith.
12 Statement re: computation of ratios.
13 Annual report to security holders - Corporation's Annual Report
1998.
21 Subsidiaries of the registrant.
23 Consent of independent accountants.
27 Financial data schedule.
29